The Spectacular Spider-Man
by fivefootthreeinches
Summary: In a world filled with gods and demons, magicians and aliens, mad scientists and mutated monsters, join young Peter as he begins the journey from fledgling arachnid themed vigilante to the top of the pantheon of the heroic ensemble of the Marvel Universe. Expect action, romance, humor, angst and a whole lotta heart! (plus regular appearances from other Marvel heroes & villains)
1. Intro

So, I had written a couple of chapters of this story last year and posted them on (under the username SpectacularSpider-Fan), but college life got in the way and I left it hanging, but now I decided to give this story another go (with a few changes from the original). I already have a general outline of how I want this story to go, just gotta write the actual content down. The idea is writing multiple arcs, each arc lasting 5-10 chapters with each arc covering a different year of his life, that will last from when Peter is 14 (about 4 months since he got bit) to when he's 28 (his assumed age in the current comic timeline).

I'm still in college so updates may not be as regular as some others, but I'm determined to see this story out this time.

Greetings, fellow fanfiction fans! So this is an idea for a story that I've been contemplating for quite a while now, but never got around to materializing it because:

I'm in college now and my degree (mechanical engineering) is pretty time consuming, and

Fictional writing is something I've long been passionate about, but (as corny as it sounds) I'm kinda shy about publishing content for others to see.

The idea of the plot of this story is the reader(s) following a 14 year-old Peter Parker who has had his powers for a few months (so no origin story or awkward learning-about-his-powers phase) in a world where superheroes are the norm journey from teenage fledgling hero to adulthood and a respected member of the hero commuity. Basically, it's kinda like the Spectacular Spider-Man cartoon adapted into a world where all the major Marvel heroes and teams are active, but with a few tweaks of my own. The main sources of my character versions come from the 616 Ultimate universes, and the Spectacular Spider-Man cartoon with a bit of the MCU sprinkled on top. Other heroes and villains will appear in this story besides the ones associated with Spider-Man already, although Peter and his supporting cast will be more prominent because this is more of a Peter Parker story than a Spider-Man story.

A few things to note, though:

Peter's main love interest isn't going to be a regular human. I have nothing against the likes of MJ, Gwen and Liz but I've read plenty of stories that explore the dynamic of a teen Peter with a non-powered girl before and I'd like to try something new, after all Peter being with Kitty was one of my favorite parts of Bendis' Ultimate Peter run. As for who it will be in this particular piece, well you're just gonna have to wait and see. Of course, this doesn't mean there won't be those awkward teen crushes most go through, it just means that you shouldn't expect any of them to be the "OTP"

Peter Parker is a genius, and it will definitely show in this story. With all due respect to other fanfiction writers (most of whom I hold in a higher caliber than myself as a writer), I almost never find stories that do this particular trait of Peter justice. Peter in the comics is regarded as one of the most brilliant minds on the planet by other top geniuses (heck, when he interned for Reed Richards in college, Reed revealed that Peter's IQ was the same as his own at the same age and Hank Pym noted that Peter was smarter than himself). Of course, this doesn't mean that he's gonna be some kind of omniscient, deus ex machina science guy because, although he's brilliant, he's still just a teen who's still learning and hasn't reached his full potential. But he'll definitely be a tactical fighter who's main power will be his brains.

A lot of recent stories I see seem to suggest that people have the idea that Peter is an awkward, fumbling foot-in-mouth nerd who constantly fanboys over other heroes, mainly the Avengers (mostly because of the MCU). If you look back at most of his history, this is simply not the case. Although he is in awe of quite a few of them, Peter does not ramble on and on like an idiotic fanboy but rather employs his quick wit and jokes around (whether his jokes are good or bad it doesn't stop him) and this causes most heroes to get irritated by him, which is the dynamic you'll see here rather than full on fan girl mode. Of course, not all heroes find him annoying and actually have good ties with him (the F4 in particular) which will also be explored.

This fic, like majority of fics out there, will contain a bit of self indulgence) although I will do my best to limit it). So if at any point you feel it's gotten too much, or there's something you think should be changed or can be improved upon feel free to let me know. I'm always open to critique.

So that's the basic idea of my story, if anyone out there has any interest in me writing this let me know, and if you have any suggestions of what you'd like to see (or not see) feel free to drop them in a review or whatever suits your fancy :)


	2. Prologue

The tiny shed in the backyard of the Parker residence always seemed to be noisy at the most unusual times of the day. Whether it was the sound of a nail gun bolting nails into wooden structures in the middle of a hot summer's day when most would be searching for various ways to cool off, or the high pitched sound of a drill echoing into the dark night when others would be in the comfort of their beds enjoying slumber, the infamous Parker shed seemed to be a hub of activity. This was because it wasn't just an ordinary shed, but doubled as the laboratory of the teenage science prodigy of the household, young Peter Parker. Often, his neighbors would spot him moving to and from the main house and the shed, carrying a bunch of tools and/or some broken down gadget or another that he had collected with the hope of using whatever bits he deemed redeemable for whatever creations he had in there. The people on his street didn't seem to mind the occasional noise that came from it. Instead, they were proud of the fact that they had such an intelligent and respectable young man on their street, and on occasion would even offer him the odd job of repairing some piece of tech or other mechanized gadgetry they had lying around with the aim of encouraging his scientific exploits (it also happened to be cheaper than going to actual shops to repair said devices, but they kept that bit to themselves mostly).

Currently, there weren't any unusual sounds coming from the shed. However, the dim fluorescent light was on, indicating that it was indeed occupied by young Peter. If one were to enter this work space, they would immediately be greeted by what seemed to be an explosion of scientific paraphernalia of all sorts. There was, to the immediate left of the entrance, a bench that had an old car engine resting on its top, with an old walkie-talkie, a computer hard drive and an irredeemably destroyed Mac Book that had been taken apart. Further down the left would reveal more gizmos and gadgets of all sorts scattered around haphazardly in a way that only made sense to the main user of the shed. The remains of many unsuccessful attempts at creating robots could also be seen lying in the corner. To the right of the shed is where the tools were located. The tools were bought by and belonged to the late paternal authority of the household (and biological uncle of Peter) Benjamin Parker, who had died in a tragic shooting outside a public library. His death had hit the members of the neighborhood hard, and his wife May even harder, but no one had taken his death as bad as Peter had (most agreed that the fact that Ben died in his arms, combined with the fact that they were so close and Peter was so young was the reason for this).

In the center of the shed was a work desk with various equipment suitable for carrying out chemical experiments. Various beakers, a bunsen burner, a microscope and bottles filled with chemicals labelled in their scientific codes could be found on the desk. Next to this desk was a chalkboard that had a bunch of mathematical and chemical formulas written all over it in different colored chalk to distinguish between the equations. Currently, seated at the desk was none other than Peter Parker himself.

Tiny droplets of sweat rolled down his forehead, causing a few strands of his brunette hair to stick to his face while he hunched over his current experiment. He kept his bright, hazel eyes locked on his current project while his steady, skillful fingers worked at measuring the correct amounts of each ingredient to add to the mixture currently being heated on the burner.

Upon finishing this, he turned off the burner and left the mixture to cool off. He slid his chair over to the gadgets section of the shed and picked up what appeared to be a mechanical wristband. It was black with grey edges, and upon opening a slot inserted on it a few empty capsules could be spotted inside it. The young man took out one capsules and wheeled his chair back to the desk to where the mixture had cooled down by a bit. Inside was a pale, liquid-like substance. Peter grabbed a teaspoon from a drawer in the desk and scooped a tiny bit of the substance from the beaker, and put it in the capsule in his hand. He inserted the capsule into the 'wrist band', which he then put onto his wrist. Once on his wrist, he pulled out a small extension with a button at the end of it that was folded into the band. the extension went up from his wrist to his palm, where the button rested. He pressed his ring finger and his middle finger onto the button, and the white substance sprayed out of a tiny opening on the band straight to the wall at an incredible speed. However, the liquid like substance appeared to have solidified after being sprayed out of the band, and it had formed a silky, yet strong web-like substance. Peter smiled at this and grabbed his other wrist band, or Web-Shooter as he so fondly called them and began to fill all the capsules with the 'liquid web' he had created.

"Finally," He mumbled sleepily after completing his task. Although he'd have liked to sleep early that day, he wound up using all of his webbing in a tiring fight against the combo of the Sandman and Rhino earlier that day, and would have probably taken a worse beating than he already received if his sometimes-rival/sometimes-ally (and at all times best friend, although neither would admit it out loud) Johnny Storm, aka the Human Torch of the Fantastic Four hadn't been there to provide back-up. Of course, Johnny being the humble individual he was (note the sarcasm) had been sure to remind Peter about it the whole day.

 _"Geez webhead, what on Earth would you have done without the awesomeness that is THE Human Torch to save your Spider-Butt all because you thought you could play superhero with goons above your level?"_

 _"For your information I've taken those idiots before and I could take them any other time in my sleep, I just had an off day"_

 _"Oh please! What we're you gonna do, tie em up with your glorified jump rope?"_

 _"Shut up, flame brain. It was just this one time"_

 _"Sure it was, buddy. sure it was"_

He leaned back on his chair and casually looked up at the clock, noting the time. It was currently 3:28 am

"Shit!" He groaned, realizing he wasn't going to get much sleep that night. After all, he had to be at the Baxter Building at 7AM sharp for an interview for a summer time internship with Dr Reed Richards. aka Mister Fantastic himself. He immediately began to pack up and head to bed, thinking about how amazing it would be to get the internship.

Reed was Peter's scientific idol, as well as a frequent ally in their costumed endeavors. He fantasized how incredible it would be to talk science all day with the smartest man alive; to learn from him and potentially emulate him. It would be incredible.

Of course, it would mean subjecting himself to more Johnny Storm in a day than what should be legal, but it was a small price to pay.

The moment he reached his room he blacked out into a dreamless sleep, his anticipation and excitement for the events tomorrow quickly being drowned out by exhaustion from the events of today.

 **A/N: So, just a little something I had whipped up earlier (a teaser of sorts, I guess). Thanks for taking the time to read my story, and lemme know what you think :)**

 **P.S, a disclaimer, none of these characters are mine (they belong to Marvel/Disney), only thing that's mine is the plot. If they were mine, I definitely wouldn't be slaving away over textbooks in college lol (although I love my current course)**


	3. Arc 1: The Black Hand

Chapter 3: Good Old Parker Luck

Undisclosed Abandoned Warehouse

The creaking sounds of the floorboards, combined with the rhythmic dripping of water droplets from the leaking overhead pipe and the scurrying sounds of mice which had long since taken up their residence there gave the old abandoned warehouse an eerie ambiance. So, of course no one would be brave enough to dare entering said warehouse in the dead of night, when the external darkness permeates the warehouse to enhance its unwelcoming countenance to something resembling a haunted house in a horror flick.

This of course made it the perfect hideout for any villain planning on perpetrating a crime that required strategizing and planning that could go on without the interference of any costumed heroes who could potentially recognize them as enemies of their own convoluted sense of justice and morality. One such individual happened to have taken up temporary residence in the warehouse. However, this so-called 'villain' wasn't planning on perpetrating a well thought out, strategically brilliant crime, oh no (well HE wasn't, his boss seemed to have rather nefarious plans of his own). This particular individual had the aim of striking down one of the afore-mentioned heroes. He sat in the cold, murky boiler room in silent solitude, tapping his large, metallic green tail as he stewed in the hatred and anger he had fostered for the young vigilante ever since their first encounter two months ago. He wanted nothing more than to rush out into the cold, autumn night and go cause a ruckus until he managed to draw out the hero, but he knew he had to play it smart. Their previous encounters had ended in victory for the red and blue bug (orarachnid,as he seemed so fond of reminding anyone who referred to him as the former) because of his lack of patience, instead being led by his blood lust and natural predatory instinct towards the vigilante. And besides, he couldn't risk drawing the attention of any other heroes, oh no, his employer's vendetta was with the bug and the bug alone. This time, he had a plan. Having been informed by one of his employer's associated who had, stalked and studied his prey, he was able to ascertain a general timetable for the cretin's public patrolling of the area from Queens to Midtown. He had deduced that he had a window of opportunity from 6-8am, when the wall-crawler would be most active. So he sat and he waited.

After a while, he glanced at the old wall clock, which indicated that two minuted had passed since his self designated time frame had commenced. With an evil, almost predatory grin he slinked off into the cold foggy morning, ready to draw his prey out

The Scorpion was officially on the hunt for the Spider.

* * *

Parker Residence, Queens NY

The shrill, annoying blare of Peter's alarm clock resonated throughout the teen's room, waking him up with a start. He rubbed his sleepy eyes lazily, then glared at the offensive contraption responsible for abruptly ending his rather enjoyable slumber.

It read 5.30am.

He immediately turned it off, deciding in his semi-conscious state of mind that whatever was so important that he had to set a reminder at such a demonic alarm time on a Saturday could go straight to hell, and abruptly flopped back on his bed and began to retreat back into dreamland.

May Parker, who had been watching her beloved nephew in amusement knowing fully well he wouldn't get up so easily decided to interfere and get him out of bed. She walked over to his bed, gently shaking him awake.

"Wake up, sleepy head. It's time to get ready" she cooed into his ear, causing him to moan in disagreement.

"I don' wanna get up Aunt May, m' too sleepy," he grumbled in a tone that could have passed for a child complaining if not for his raspy voice.

"Come on, Peter. Get up already"

"Nuh-Uh, i wanna sleep"

May rolled her eyes at her rather childish nephew. "Sometimes i wonder if you're really fourteen or four years old." she muttered mostly to herself. She then decided to switch tactics, and turned towards the door.

"Alright, if you insist, go right ahead and sleep Peter. I'll be sure to inform Dr Richards that his new intern couldn't make it for his interview today because he so desperately needed to catch up on his beauty sleep." She called out, making her way towards the door while counting down internally

3, 2, 1, aaaand...

" _HolycrapIalmostforgotaboutthatIgottsgetreadyorI'llbesolate_!" Peter jumped out of bed and rushed straight to the bathroom to get ready, leaving his aunt in his room. She then grabbed his toiletries that he had forgotten in his rush to the bathroom and walked towards the bathroom where she knew he would be about to exit to get his things.

Sure enough, the door opened almost immediately after she arrived at the door, revealing a rather sheepish looking Peter Parker, eyes still red from sleep and his scruffy bed hair almost resembling an attempt at recreating a bird's nest on a teenage boy's head.

"Hehe, i forgot my stuff," he muttered shyly. May simply held his apparel out for him to take with a knowing smile, which Peter dutifully received while avoiding eye contact and muttering his thanks.

"Breakfast will be downstairs waiting for you when you're done, sweety" she informed him, stroking his cheek affectionately. "Thanks, Aunt May. I don't know what I'd do without you." he responded, kissing her cheek then quickly closing the door. May just walked down the stairs to prepare breakfast for the both of them, chuckling at her nephew's morning routine.

* * *

Midtown, Manhattan

After scarfing down his food at an almost comical rate (earning him a lecture from Aunt May about how dangerous it was to eat food so fast and _remember when you were ten and we went to Coney Island you ate your corn dogs so fast you started to choke-don't give me that look young man I just want you to be careful_ ), he quickly dashed to the bus stop, making it just in time before the bus took off for Midtown (thanks, super-speed). He had plopped down at the back of the bus, put his earphones off and began to blast his favorite alternative music while he contemplated just how this day could go.

He was extremely excited, and understandably, very nervous. Peter had of course met Reed Richards before, in fact they had teamed up on multiple occasions in the past year against different nut jobs with some kind of vendetta against the world which made them either wanna rule it or destroy it. However, this would be the first time he was meeting Reed simply as Peter Parker, a young aspiring scientist civilian who as far as the Four were concerned was just that,a wasn't that he didn't trust them to keep his identity a secret, he was just so damn paranoid about it he concluded the less people who know about it, the better.

He hopped off the bus when it landed in Midtown, and began the 10 minute trek from the bus stop to the infamous Baxter Building. His heart began to beat just a little faster as he approached the easily visible structure. He began think about how awesome it would be to intern there.

The Baxter Building, the hub of the New York scientific community. Home of some of the most gifted scientists alive. Headed by the most intelligent and educated man on the planet. Most scientists would only ever dream about what technological marvels are carried out in that building. And he, little old Peter Parker who was still in high school for Pete's sake, had received a letter fromtheReed Richards himself requesting his presence for an interview for a potential summer internship. He remembered how excited he was when it happened. He had been working on some extra credit homework (needed curtesy of being constantly late for classes and such due to his rather dangerous extra-curricular activities). He had entered the science fair (which, not to brag, but he won with relative ease). He had based it on chemical adhesives using his webbing as a basis for it. His written thesis was so impressive it had attracted some employees at the Baxter Building who, unbeknownst to Peter were there to scout out those who showed extremely high scientific potential. After his presentation they had immediately revealed themselves and informed him that they would like to send his thesis to Dr Richards because they thought it showed great understanding on the subject and incredible creative thinking. Two days later, he was called to his office where his very excited principal delivered the letter to Peter, revealing the invitation to intern for Reed Richards.

His response was rather undignified, but he figured his exuberance could be forgiven due to the nature of the news he had just received.

Overall, Peter was just hoping for all to go well, and prayed to whatever deity was willing to listen to him that for once, his infamous Parker luck wouldn't strike down today. just once, he'd like to have a good day with no mishaps.

Of course, that's when his spider-sense began to tingle.

"No, no, please not today! For the love of God, Thor, Odin, heck even Loki! please let me just have this one day without something going wrong!"

Naturally, his plea seemed to fall on deaf ears and although he was literally just a block away from his original destination with ten minutes to go before his interview, he spun around and began to look for the source of danger, internally cursing his rotten luck.

He quickly noted that his Spider sense seemed to get stronger near the open man hole leading to the ,he thought day keeps getting better and better.

He quickly dashed into a nearby empty alley. There, he began to take off his civilian attire and quickly change into his Spider-Man outfit (which he had kept in his backpack as a simple precaution, a precaution which proved to have payed off much to his dismay). He webbed his bag underneath an old, incognito external fan of the side of an abandoned building with enough webbing that in the nearly impossible event that someone somehow managed to locate it ant get to it, they wouldn't be able to pry it off the fan or open it up to inspect it's contents.

From there, he made a quick web sling to the nearest entry point into the sewer (opting to avoid entering directly through the man hole where his spider-sense triggered with the hope of not drawing too much of the attention of whatever danger he sensed there). Quietly, he crawled along the wall of the sewer, avoiding the rather disgusting waters below him.

Rats scurried along the narrow pathways on either side of the river of waste, all seeming to be running away from something

 _Or someone_ , he thought to himself

Briefly he considered the possibility that the danger he was currently tracking was, in fact Curt Connors aka the Lizard, but he knew that was impossible. Curt was currently locked up in Rykers, and the lack of lizards dashing towards some unknown source pretty much ruled that out.

But then who could it be?

The nature of the rats' escape from the dark tunnel beyond seemed to indicate a prey's escape from an attacking predator, indicated that whatever he was looking for was more animalistic than human. That immediately put him on edge. He stuck to the side of the walls and slowly crawled towards the tunnel, his spider-sense getting stronger the closer he got. It was almost pitch black inside the tunnels, causing him to completely rely on his spider-sense to navigate his way through. This didn't bode well for him, as if whatever was hiding out there was able to see in the darkness or somehow use his spider-sense against him (it had happened before), he could be in real danger.

He contemplated just how quickly he could go and call backup (The Baxter Building being so nearby he knew he could at least get the Four down here in minutes) and whether the thing or person down here would still be around by the time he gets back here with reinforcements when his spider-sense begins to ring almost unbearably.

He had been discovered.

He quickly jumped off the wall and used his spider-sense to guide his landing onto the other side of the narrow tunnel, as he heard the breaking of the metal lining the tunnel just where he was a second ago. a dim light shone through where the tunnel had been destroyed, flashing briefly on what appeared to be a long metallic, uh,tailof some sort?

"Hey buddy, watch where you're swinging that thing!" He called out, hoping to goad whatever attacked him into talking or revealing its presence somehow before it attacked again.

No such luck however, as the only response he received was the familiar blare of his spider-sense as he dodged the attack again. However, this time it was a rapid fire attack as he got struck mid air on his chest and felt the tail(?) thing curl around his leg and slam him into the ground with incredible strength.

He felt a crack in his chest and groaned in pain as he felt himself being lifted up again and being slammed into the wall of the tunnel repeatedly until he was bloodied, dizzy and bruised.

"So you're not a talker, huh?" He quipped, trying to distract himself from the pain.

"You a hugger? Or maybe you're just kinda shy? A kisser? No wait, scratch that last one, I mean, no offense, I'm sure you have a wonderful personality and all, but you kinda have anger issues and I'm not into domestic abuse. And besides, you have a tail, itisa tail right, which I'm not discriminating against but it's kinda too kinky for me. And I mean, what would our kids look like-"

"SHUT IT, SPIDER! How the hell can you still talk like a complete idiot after that?!"

Peter immediately recognized the voice and internally groaned

 _Just what I need, another nut job with a grudge._

Still, he couldn't deny the severity of the situation. However, he knew that his current foe was more susceptible to the power of his wit than most, so he decided to do what he does best.

"Gargan! I thought I recognized you're highly distinguishable odor! Or maybe it's just the sewer, I always had a hard time telling which is which.."

Peter took advantage of Scorpion's momentary distraction due to his irritation by his motor mouth and aimed both his web-shooters at what he calculated to be the general area where his face would be and sprayed hard.

Scorpion immediately dropped Peter and began clawing at his face.

"Aargh! Get this shit off me!" He growled, slowly succeeding in tearing off the webs but not as quickly as he'd like

"Now now, Marky Marc, watch your language! What of there were children present?" Peter quipped, kicking Scorpion towards where the light shone down from the broken tunnel piece. He immediately sprayed more webbing onto his mouth, muffling his speech before picking up a piece of broken metal and whacking him over the head with it. A flash of pain immediately shot up his rib cage where Scorpion had slammed him earlier, and he buckled in pain. Not wanting Scorpion to realize his weakness, he began to taunt him.

"See, Marky, I didn't want to have to do that, but you've gotta learn to not be so aggressive."

"Mmmrlf!" Scorpion responded, clearly angry but his words indistinguishable.

"What was that, darling?"

"Hmphfl!"

"Use your words please, it's impolite to mumble"

"Ggrmlf!"

"Wellggrmlfto you too!" He webbed his feet up, then yanked the line towards himself, sending Scorpion hurtling towards him. He turned to his side and, using the side of his body that wasn't reeling from the pounding Scorpion gave him earlier, kicked him hard into the wall, causing his metallic armor to crack the tunnel walls, exposing a bit more light into their current fighting arena.

"Alright now look Mark ol' buddy, as fun as it's been catching up and all, I've actually got somewhere to be right about now. You know the saying, busy as a bee and all that, well in this case a spider but whatever same concept. So how about you just give right now and we can go on our merry ways. Well I will, you'll go to Rykers but I hear it is beautiful this time of the year and they have updated their menu-"

Peter was cut off by the spaying of some unidentifiable green liquid from Scorpion's tail which triggered his spider-sense straight at him. He somersaulted out of the way, and watched as the green liquid burned through the walls like acid

This isn't gonna end well, Peter thought to himself as he began to dodge the onslaught of the green substance.

* * *

Baxter Building, Manhattan NY

"H.E.R.B.I.E, any updates on the whereabouts of Mr Parker?"

"Unfortunately not, sir. Mr Parker has not reported to the Building, nor has he contacted any members off staff about his delayed arrival."

Dr Reed Richards, better known to the world as Mr Fantastic, leader of the Fantastic Four rubbed his chin thoughtfully as he pondered where the young man could possibly be. Ever since he had read his research analysis on advanced adhesives, he had been most interested in meeting this Peter Parker. The paper had shown a deep rooted knowledge and understanding of the concepts of adhesives, as well as a degree of innovative thinking very rarely found among some of the most renown scientific minds. The fact that he was just a fourteen year old high school freshman made the paper all the more impressive. He had intended to meet with the young man and see what inspired his research, and possibly offer him an internship for the summer. However, he was nowhere to be seen

"He should have been here an hour ago," he muttered to himself drawing the attention of his wife, Susan Storm Richards aka Invisible Woman.

"Honey, I'm sure there's a reasonable explanation for his absence. Try not to worry too much." She offered.

"Then why couldn't he have at least contacted us to inform us if there was anything wrong. We would have been more than willing to be accommodating to whatever it was."

"Maybe the little twerp found something better to do on a Saturday than come all the way over here from Queens to talk geek with you Reed." Johnny called from his seat on the couch, only to receive a thump on the head by one Benjamin Grimm, aka The Thing

"Ow! What was that for, Rocky?" Johnny complained, rubbing the sore spot on his head

"Quit antagonizing stretch, ya bonehead. Besides, that so called 'geek talking' is part of the reason yer idiot self gets ta live all comfy like."

"Whatever it is that is keeping him, I wish he would at least get in contact with us about it" Reed said to Susan, choosing to ignore the antics of the two on the couch, who were currently engaged in a friendly round of wrestling which Ben was currently winning with ease.

"I do hope he is alright"

* * *

 _Man, this is so not how my Saturday was supposed to pan out!_

Peter was currently dodging the spews of Scorpion's green acidic substance by hopping around from wall to wall while looking for an opening to attack. After noting how the acid ate through the walls, he had devised a quick plan on how to take down Gargan long enough for him to be taken into custody.

"So tell me, Marc because I'm curious. Just how much of that green juice you got stored in that pretty little tail of yours? Cause it seems like there's way more than its actual capacity," He found an opening and delivered a punch to the side of Gargan's head hard enough to daze him. "And I mean it is a pretty big tail, so that's saying something. Is that why your tail is so big? I just thought it's because you're compensating for something..."

"Shut it!" Gargan growled, his annoyance leaving another opening which Peter took advantage f by delivering a swift kick to his head again, further dazing him.

"Shut what? What isitand why do I have to shut it?" Peter questioned, dodging a swipe from his tail and delivering an uppercut to Gargan. "Or isita who? because that's pretty rude, man. You can't call people its, and why should he or she be shut? Can you even shut a person?"

"Cut it out!"

"Now I'm supposed to cut it? How the heck am I supposed to do that? I thought I was supposed to shut it, not cut it out? now I'm just confused. Would it grow back if I cut it?"

"Knock it off, Spider!" Gargan yelled, his anger causing him to slash carelessly at Peter, which is precisely what he wanted. He continued to goad Scorpion as he watched his uncoordinated attack continue to destroy the tunnel around them as it soon began to look close to crumbling down.

"Oh great, now I should knock it off? How? And off of what? You know, if you're gonna be all bossy about your instructions you could at least be clear about them."

"What are you even going on about? What the hell is this 'it' you keep blabbering about?"

"You tell me, you're the one who keep bringing it up?"

"I've done no such thing!"

"Have so"

"Have not!"

"Have so! You told me to shut 'it', cut 'it' out and knock 'it' off."

"I wanted you to shut up!"

"So 'it' is 'up', then? How do I cut 'up' out or knock 'up' out of wherever-"

"JUST. SHUT. UP!"

"You're not making any sense at all, Marky."

"AARGH!" Finally having had enough, Scorpion launched himself at Peter, who quickly jumped out of the way causing him to barrel straight into the wall. This proved to be to much for the wall structure to take, as it began to crumble onto the Scorpion.

Peter, knowing that the collapsed rubble wouldn't be enough to kill Marc, jumped out of the way and allowed him to take enough of a thumping from the collapse wall to knock him out cold

Peter pulled out his phone (he had taken to using a different phone as Spider-Man which he always kept off to avoid being tracked) to call the police. Well, to call a certain police officer who didn't hate to the wallcrawler like most of the boys in blue. Whilst waiting for a response, he began to contemplate the brawl he just emerged victorious from.

 _Gargan has never gone down so easily before. Hell, last time we fought I barely escaped with my life, and that was after an assist from Wolverine. Not to mention, he seemed kinda out of it when we fought. His eyes also looked less...human. Somethings not right here._

He then noticed something else unusual about Scorpion. His left had, which was covered by a metallic pincer which had a crack big enough to leave a small opening, looked pitch black. He then broke off the pincer and found that his entire hand was black.

 _Interesting..._

However, before he could dwell on this there was a response at the other end.

"This is Captain Stacy"

"No, this is Patrick."

A sigh can be heard in the background. "Spider-Man."

"Aw, you remembered the sound of my voice!"

"Is there a reason you called?"

"To say I love you?"

"..."

"..."

"...I'm gonna hang up now."

"No no no wait, wait...alright I'll be serious" Peter said, deciding it's in his best interest to not piss off the one member of the NYPD on his side. "I've got a situation here chief, I've got a supervillain here who needs to be put in timeout"

"On it, who's the perp?"

"The lesser arachnid off New York, Gargan."

"Scorpion? He's in Rykers, Spider-Man"

"Nope, ol Marky's right here in front of me out cold"

"Spider-Man," Captain Stacy began slowly, "I don't know who you think you fought but Gargan's been in Rykers since your little tango last month. There's been no reports of a breakout, in fact, I'm looking up an updated official list of Rykers inmates for the NYPD. Marc Gargan is still in Rykers"

"So an imposter then? Coulda fooled me." Although Peter's mind was now running a mile a minute. A fake? It wasn't impossible, he vividly remembers when he helped Captain Stacy himself catch the Chameleon, a criminal who would take on people's likeness & personality. And although Chameleon couldn't mimic powers, Scorpion's power came from his exo suit. Perhaps someone similar to Chameleon, with access to tech good enough to mimic Gargan's suit but lacking his skill tried to take up the mantle. But why?

"Seems like it."

"Huh. Guess that explains it."

"Explains what?"

Peter then proceeded to detail all his observations to Captain Stacy. After dwelling on the information for a few minutes, he then answered.

"Interesting. I'll look into this further. That black hand could prove to be significant in all this."

"Thanks Captain, see you soon."

"You know, just once I'd like to have a peaceful day without some super powered yahoo deciding to be all villain-y and cause a ruckus" he muttered to himself after cutting the line, looking over the unconscious form of the Scorpion. "Ah well, I suppose it's part of the job, great power bring great responsibilityand all that jazz." His eyes then widened as he realized something.

"Oh man, I'm late for my interview!"

* * *

Baxter Building, Manhattan NY

"Come on, Professor Warren! Isn't there any other way to reschedule?"

Peter was currently outside the Baxter Building, three hours late for his appointment. As soon as he had ensured the authorities had Scorpion in full custody and he wasn't gonna escape any time soon, he came rushing at top speed. Ignoring the screams of protest from his ribs (which he was certain were cracked) he made his was to his destination, running into Professor Miles Warren, one of the Baxter Building representatives who had been present for his science fair presentation. At the time he had beamed at, and spoke highly of what he had referred to as a "brilliant thesis by an incredible mind". But now, judging from the look of disapproval on his face and His curt refusal to let Peter into the building indicated that any favorable impressions Peter had gained from the Professor were long since forgotten.

"Peter, this is not some run-off-the-mill clubhouse where you can just waltz in at any time you please. This is a top level institution for the most brilliant and dedicated minds society has to offer. There is no doubt that you fall into the former, but you clearly lack in what could be considered the most important category. All the potential in the world is completely worthless if one is not willing to put in the adequate work required to utilize it to its fullest. I'm sorry Peter, but clearly this is not the place for you."

"Please, Professor, if you could just give me another chance-"

"To do what exactly, Peter? Waste our time again? You show up to an appointment with one of the busiest and most important men of our time over," he took a quick glance at his watch, "three hours late without any prior explanation beforehand over your late arrival. Only to show up looking extremely harried and unkempt. What kind of message would that give us about you exactly?"

Peter said nothing, knowing he couldn't respond honestly without giving his secret away.

Professor Warren let out a sigh at his lack of a response. "Your teacher did warn us about your affinity to play truant and show up late for your classes." Peter looked up at this in shock, as Professor Warren simply nodded at his questioning look. "A few of the other representatives were rather hesitant about bringing in a student with such a poor track record into our hallowed halls, but myself, and especially Dr Richards were more than willing to give you a chance. Unfortunately, you have proved us wrong." he said the last part sadly, like he was severely disappointed in Peter. He then pushed his glasses of and turned around to walk back into the building "Good day, Mr Parker." he said curtly

"Professor I'm begging you-"

"Good day!" Professor Warren called out a bit more aggressively than before, indicating the end of that particular conversation. Peter watched his retreating form enter the building until he was nowhere to be seen. He then turned around and shoved his hands in his hoodie pockets, sighing forlornly at the missed opportunity of a lifetime. It was times like this when Peter wondered just what his life would be like if he hadn't gotten bit by that stupid spider. How much better would his personal life have been? How much could he have achieved? Uncle Ben would still be here.

 _Uncle Ben..._

No, Peter thought aggressively, cutting off that line of thought as soon as it had started. No need to depress himself more than his current predicament already had. He sat down on a nearby bench and watched the passers-by. How many of them were just normal civilians? How many were possibly super powered individuals like himself? What was their story? Man, what he'd give to be free of his burden of responsibility for a day.

The sound of police sirens in the distance drew him from his existential musings. Sighing, he rushed back into the abandoned alley, changing into his Spidey outfit

 _Guess that's what I get for asking for an easy Saturday_ he mused to himself as he web-slinged towards the bank currently being held hostage by a group of money hungry goons, cursing the infamous 'Parker Luck' the whole way there.

* * *

"So I got a call from a Professor Miles Warren earlier today."

The moment he entered his Aunt's apartment, the voice immediately reached his ears. After watching to make sure 'Scorpion' was properly apprehended, he rushed to the Baxter Building at top speed, while checking his phone for messages. He found a couple of missed calls from an unknown number (he later learned was the number of Professor Warren) and six missed calls & thirteen messages from May. She'd probably be been contacted about his absence, and no doubt was worried about him. He'd been uneagerly anticipating this confrontation since he left the Baxter Building.

"He told me you were 20 minutes late, that he tried calling you but never got a response."

She was sitting on the couch in the living room, right in front of the door. Her arms were folded, and her face was set in an eerily unreadable expression. Peter barely withheld the wince threatening to break out on his face.

"Three hours ago he called to tell me you'd just left, saying you had no proper explanation for being MIA." She then stood up, bit her lower lip (a worried tick she'd had since he was a kid). Her eyes scanned his body up and down, looking for injuries as she approached him. Her eyes finally settled on him, her eyes breaking from that terrifying blankness to appear tired, worried and sad. It was much worse than the anger and disappointment he'd been expecting. It honest to God broke his heart. Her voice then came out much softer than before.

"I called you six times."

This time he couldn't contain the wince.

"I was so worried Peter. I know how much this meant to you, how hard you fought for it. I had to get someone to take over my shift because I was too worried to think. I know you've had a couple of truancy cases this semester, but I thought for sure you wouldn't miss this for the world."

The guilt felt like a sucker punch to the gut. May had been worried sick. May, who had lost the love of her life to his own selfishness. May, who despite her less than ideal health still worked two jobs to put food on the table and pay the bills after refusing to allow him to drop out to start working to help lessen the financial burden. May, who'd been a shoulder for him to lean on, a confidant, a mother, who'd done everything in her power to take care of a boy nit even blood related to her despite losing the most important person in her life...he'd hurt her. He felt like scum.

She stopped when she was right in front of him and looked at him with sad eyes.

"Where were you today, Peter?" she asked him softly.

He shifted uncomfortably under her gaze. "Something came up."

"What 'something'?"

Peter didn't have an answer. May's stare, however was unyielding. "Aunt May," he gulped, "please don't ask me to answer that. Please." His voice broke at the end, and May's expression became pained.

"What's happening with you, Peter? You've changed. You used to be a model student. Top of your class, well behaved. Now you're missing classes, you're grades are slipping and you come home with bruises." She looked like she was about to cry. "Ever since Ben-" she paused at his wince, but after a beat soldiered on. "Ever since, you've been different. I know it still hurts, I know you want the pain to go away. But Peter, sacrificing your future isn't the way. I know I haven't been available as much as you'd need me to be, I'm sorry," No, she can't apologize for for that. It's HIS fault she has to work so much. "and I know I'm not as close to you as he was. But Peter, you're still my nephew. My family, and I love you more than anything or anyone on this planet. Please Peter, talk to me. Don't shut me out."

Peter was completely torn. One one hand, he knew that keeping his secret identity was paramount in importance, only because because of the safety repercussions that would be felt by those in the know. There was also the small matter of potentially being hindered by May from risking his life to save others (no _way_ that was happening). Plus, May's health was iffy as it was. Knowing what he's up to could potentially send May to an early grave, literally. However, leaving her to worry about the unknown, limited only by her imagination, was just cruel. She didn't deserve what he's already putting her through.

After a few minutes of silence, May gave a sad sigh. "Dinner's in the oven, Peter. Get some rest after you've eaten, I'm sure you've had quite the day." She cupped his cheek for a few moments, then kissed his forehead. "Goodnight Peter." She whispered, walking to her room.

Not for the first time (and if he was a betting man, he'd assume not for the last) he cursed his dual life. He lost out on a once in a lifetime opportunity, and hurt the one person in his life he cared about more than anyone. But still, he stopped the fake Scorpion from potentially hurting anyone and he saved those hostages from their trigger happy thieves. So he knew even though he hated his life more often than not, he wouldn't give it up. He was making a difference, saving lives, using his power for good like uncle Ben would want him to

 _with great power comes great responsibility_

He just wished it didn't also come with great sacrifice.

"Goodnight, Aunt May" he whispered to her retreating form.

* * *

"So how did the Gargan clone perform?"

"Unfortunately sir, he was defeated by Spider-Man. However, judging from his memories despite the short lived fight he was able to deal significant damage before his loss"

"Ah, I see. In that case, you'd better head back to the drawing board then, doctor. After all, those clones aren't going to create themselves."

"Of course, sir! I'll get right to it."

"See that you do. Oh, and doctor?"

"Yes sir?"

"Make sure this next one is more durable. It would be rather regrettable if all my funding went to imperfect soldiers"

"O-Of course sir. I understand."

"Excellent! I'll see you in two days, Dr Connors."

"See you then, sir"

The one armed scientist pushed his glasses up his nose in a visible display of nervousness at the figure sitting behind the beautifully designed mahagonny desk. The man's gloved hands were clasped together in front of him, resting almost casually on a picture of a beautiful woman smiling and hugging a beaming boy (' _Martha, Billy_ ' Connors thought sullenly. ' _Forgive me_ '). His face, however, was hidden in the shadows. To Connors, it seemed symbolic of how he kept his face hidden from authorities despite his extensive reach in New York organized crime.

Connors quickly walked out of the dark office, illuminated only by the moonlight that seemed to bleed into the room from the window above. He brushed past a figure standing guard by the door, who immediately gripped his lone arm threateningly.

"Don't worry, doc. I'll make sure nothing happens to that lovely family of yours." he drawled, enjoying the poorly hidden emotions on display in the scientist's visage. "I'll even keep them safe and happy, _very_ happy."

Curt fought the protective induced rage and fear rising simultaneously at the man's suggestive words, and instead marched out of the room, carefully ignoring the devilish grin on his face.

"Now was that really necessary, using such phrasing around him. I need him to be focused completely on his tasks and I can't have him being distracted by the thought of what a scoundrel such as yourself would do to his family"

The man turned towards the voice from the desk and smirked amusedly. "A little incentive never hurt anyone y'know. Best remind him of what's on the line if he fails again"

"Perhaps, just try not to rile him up too much."

"You knew that Scorpion clone would fail didn't ya?"

The shadowed figure only smirked, not that the man could see.

"Why'd you authorize the release of the clone if ya knew it'd fail?"

"I have my reasons, I trust that in time you'll come to see them as well. But never mind that, I need you to go hunting for the Spider again tonight. Create a small ruckus if you have to, he's injured so he should be no problem for you. I'd like to see his heroics disrupted"

"Permanent disruption, boss?"

"Make sure he doesn't interfere with our plans, ever."

The man gave a feral grin at that. "As you wish."

He gave a mocking bow, then seemed to dissolve into the shadows

* * *

 **A/N: Still wondering if the fight and dialogue were alright. The fight itself wasn't supposed to be an epic battle of sorts, just a small tease. Hope it was ok.**

 **I'm hoping to finish this first arc sometime before the months end, so that's something to look forward to if you're interested. I already wrote out a rough draft of it (it's about six chapters) and I'm currently on the second arc. I just need to edit the chapters individually, so if there's anything you'd like to see or not see, let me know and I'll see if they don't disrupt the general plot lines I've planned out**

 **Thanks to those who favorited and/or reviewed my story so far, it really means a lot that there's actually people out there interested in this. Even if you did neither, and just checked it out for whatever reason, I do appreciate that. So lemme know how you guys like it so far, if you enjoy it, are indifferent of completely hate it (lol I can take some harsh criticism, so I won't react badly to it). If you have any suggestions about what you'd like to see going forward, do let me know and I'll keep them in mind for future reference. So, until next time, Excelsior!**


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